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General terms and conditions of sale of New Pig BV

New Pig advises the Purchaser to carefully read these general terms and conditions before purchasing and to save a copy of these general terms and conditions. The Purchaser states to have received and to be bound by these general terms and conditions by means of the purchase of a product. 


Article 1 - Definitions

In these general terms and conditions, the following terms are taken to mean: 

General terms and conditions: the present general terms and conditions; 

Purchaser: the party acting in the course of a business or profession, not being a consumer, who purchases products from New Pig; 

New Pig: the private company with limited liability New Pig B.V., established in Breda at Hazeldonk 6489, registered in the commercial register of the Chamber of Commerce under number 20087258; 

Agreement: the agreement concluded between New Pig and the Purchaser related to the delivery of goods; 

Party or Parties: New Pig or the Purchaser, either separately or jointly; 

Products: all products that are the subject of the Agreement and that are delivered by New Pig. 


Article 2 - Applicability 

2.1 The general terms and conditions apply to, and form an integral part of, all offers from, all agreements with, and all invoices of New Pig, concerning the sale and/or the delivery of products, calculated from the first moment when there is any commercial contact between the parties. 

2.2 Without prejudice to other methods of asserting applicability, it applies in any event that the Purchaser accepts the applicability of these general terms and conditions by means of placing an order and/or taking receipt of the products. 

2.3 The applicability of any general terms and conditions, purchase terms and conditions or other terms and conditions of the Purchaser are expressly rejected by New Pig. Derogations from the present general terms and conditions will be decided by the parties in mutual consultation and will be exclusively applicable if these are expressly confirmed in writing by New Pig. In that event, such a derogation will exclusively apply to the transaction concerned between the parties.

2.4 No rights can be derived from information in documents from the Purchaser (including, but not limited to orders, prospectuses, leaflets and information material) and these will not form part of the agreement, unless the parties have agreed to this in writing. 

2.5 If one or more provisions of these general terms and conditions are at any time wholly or in part null and void or are voided, the remaining provisions of these general terms and conditions will continue to apply in full. In that event, New Pig and the Purchaser will enter into consultation in order to agree to new provisions to replace the null and void or voided provisions, whereby the purpose of the original provisions will be taken into consideration inasmuch as possible. 

2.6 If New Pig does not always require strict compliance with these general terms and conditions, this will not mean that the provisions thereof are not applicable, or that New Pig would lose to any extent the right in other cases to require strict compliance with the provisions of these general terms and conditions. 

2.7 These general terms and conditions of New Pig have been translated into several languages; however, the meaning and interpretation of the Dutch text is binding. 

2.8 Once an agreement has been entered into on the basis of these general terms and conditions, the general terms and conditions will also apply to subsequent agreements, whereby the most recent version of the general terms and conditions will apply at that time. 

 

Article 3 - Offer 

3.1 All offers made by New Pig are without obligation. New Pig can always withdraw its offers, even if the offer sets out a fixed period for acceptance thereof, unless New Pig has expressly stated in the offer that the offer is irrevocable, besides stating a fixed period for acceptance. If no fixed period for acceptance is set out in an offer in writing on the part of New Pig, New Pig can in that case regard the offer as lapsed if, after the expiry of 2 weeks after the date of the offer, the Purchaser has not yet responded to the offer, without New Pig having to give further notification for this. 

3.2 A quotation issued by New Pig is binding only if New Pig has sent a written confirmation of the order that corresponds with the quotation. Every quotation is only valid for a maximum duration of 60 days, with the exception of withdrawal of the quotation in conformity with the provisions of paragraph 1 of this article. 

3.3 New Pig cannot be bound by actions and/or verbal arrangements made by persons who are not authorised to represent New Pig, unless these arrangements are subsequently confirmed in writing vis-à-vis the person to whom the offer is addressed, by a person who is authorised for this purpose on the part of New Pig.

 

Article 4 - The agreement 

4.1 The agreement will apply as concluded and fully proven by means of the confirmation of the order by a person on the part of New Pig who is authorised to do so, unless the Purchaser submits objections in writing to New Pig within seven working days after the date of sending the confirmation of the order. 

4.2 An agreement will come into effect no earlier than by means of confirmation in writing of the order by a person on the part of New Pig who is authorised to do so, or as the case may be due to New Pig accepting the order from the Purchaser - whether or not subject to conditions - or as the case may be by means of the actual performance of the agreement by New Pig. 

4.3 Amendments of the agreement must be agreed in writing, whereby the confirmation in writing of New Pig will be the determining factor for the contents and scope of the amendments and the consequences for the price. 

4.4 The Purchaser is responsible for the orders, conditions and/or any specific wishes provided by or on behalf of the Purchaser. The Purchaser must provide these immediately upon placing the order, and these must be complete, clear and precise. 

4.5 Any apparent clerical error, typographical error, or other mistake will be remedied by New Pig. New Pig will never be liable for such a mistake. 

4.6 New Pig is entitled at all times and at its discretion to have the performance of the agreement executed by a third party. 

 

Article 5 - Description of the products 

5.1 The description, packaging and specifications of the products offered by New Pig are stated on New Pig's website, as well as in its catalogue and any other form of promotional material (electronically as well as in non-electronic form). New Pig retains the right to change its product range and the design, packaging and/or specifications of its products. 

5.2 The description, any drawings, specifications and adverts for the products referred to under 5.1 are only provided by New Pig for indicative purposes. They do not form part of the agreement and no rights can be derived therefrom. 

 

Article 6 - Delivery 

6.1 The delivery periods agreed between the parties will be stated as precisely as possible by New Pig. These delivery periods are only indicative and do not apply as final deadlines. The delivery periods stated by New Pig will not bind New Pig. If New Pig has not stated a delivery period, the delivery will take place within a reasonable period. 

6.2 Unless agreed otherwise in writing, the delivery will take place Ex Factory/Ex Works of New Pig in accordance with the Incoterms 2010, at the Purchaser's address in the Netherlands as stated by the Purchaser in his/her order as ‘delivery point’.

6.3 If agreed in writing, the Purchaser can also collect the products from New Pig's business location at Hazeldonk 6489 (4836 LH) in Breda. This is open from Monday up to and including Friday between 09:00 and 17:30 hours, with the exception of Public Holidays. New Pig will inform the Purchaser when the ordered products can be collected. The goods will be reserved for 10 working days after the order; if the Purchaser does not collect the goods within this period, New Pig will regard the order as cancelled. 

6.4 No orders will be processed on Public Holidays, Saturdays and Sundays and it is not possible to collect products as referred to in paragraph 3 of this article on these days. 

6.5 Upon special request and provided that this has been agreed in writing in advance, delivery can take place on a Saturday, depending on availability and on the transport company. 

6.6 In the event of ‘not in stock’, ‘delivered by supplier’ or ‘special order’ not in stock at New Pig, New Pig will promptly inform the Purchaser thereof. 

6.7 The Purchaser is responsible for ensuring that there will be suitable equipment, manpower and space available to a sufficient extent for the delivery and the unloading. 

6.8 The Purchaser is obliged to immediately take receipt of the goods and to immediately unload the goods at the delivery point. It the Purchaser remains in default regarding this, the costs ensuing therefrom are at the Purchaser's expense. 

6.9 If the Purchaser does not take receipt of the delivery, or if New Pig is unable to deliver the goods in a timely manner due to the fact that the Purchaser did not provide New Pig in a timely manner with adequate instructions, documents, licences or permits, New Pig can at its discretion:

a. regard the products as delivered and leave these behind at the Purchaser's expense and risk;

b. hold the Purchaser accountable due to a failure in the performance of the agreement and claim compensation of all damage suffered and to be suffered by New Pig as a result thereof. 

6.10 New Pig is entitled to deliver the order in parts. If the products are delivered in parts, each partial delivery will be based on a separate agreement. Any possible complaint concerning a partial delivery can never have any impact on the entire agreement and/or other partial deliveries. 

6.11 The quantity of the goods of each consignment as arranged by New Pig is deemed to be the quantity of the goods that are delivered to the Purchaser, unless the Purchaser can submit evidence from which the contrary convincingly appears in the opinion of New Pig. 

6.12 New Pig is not liable if the goods are not delivered as agreed (‘non-delivery’) and the Purchaser has not reported this in writing to New Pig within 7 days after the goods should have been delivered.

6.13 Any liability on the part of New Pig for ‘non-delivery’ is in any event limited to the replacement of the goods within a reasonable period, or to sending a credit note to the amount of the ordered goods that were not delivered. 

6.14 All deliveries by New Pig will take place Ex Factory/Ex Works (pursuant to Incoterms 2010). Transport or dispatch of goods delivered by New Pig thus takes place at the Purchaser's risk at all times. The goods will be at the Purchaser's risk from the time of delivery or the time of collection of the goods by the Purchaser. 

 

Article 7 - Retention of title 

7.1 All deliveries by New Pig will take place subject to retention of title. New Pig retains the ownership of all that which is delivered to the Purchaser until the (purchase) price thereof has been paid in full, including extrajudicial costs, interest and financial penalties. As long as the Purchaser has not fulfilled his/her payment obligation, the Purchaser undertakes towards New Pig to treat the delivery with due care, to keep the delivery insured and to refrain from pledging, processing or transferring the delivery or handing over the delivery to third parties. 

7.2 As long as the Purchaser has not paid the purchase price of the goods in full, the Purchaser must keep the goods separate from any other goods present and must label the goods recognisably as New Pig's property. 

7.3 If the Purchaser fails in the fulfilment of his/her obligations towards New Pig, New Pig will have the right to immediately take back the goods that are subject to retention of title. 

7.4 Insofar as necessary the Purchaser will upon first request from New Pig immediately provide New Pig with access to buildings and/or sites owned or managed by the Purchaser, in order for New Pig to be able to claim back its property. 

 

Article 8 - Price 

8.1 The prices are in Euro or as otherwise indicated and apply per unit quantity, or as the case may be per pallet or any other unit, and are excluding turnover tax, unless stated otherwise. 

8.2 If one or more cost factors are changed after the date of the offer - even if New Pig has made a binding offer - and prior to the delivery, New Pig will be entitled to adjust the agreed price accordingly. 

8.3 The prices of the goods as set out in the catalogue, price list and/or promotional material are for indicative purposes and no rights can be derived therefrom. 

 

Article 9 - Payment 

9.1 Payment must take place by means of advance payment at the time of placing the order or after the sending of an invoice by New Pig, or as the case may be after issuing authorisation for direct debit collection - credit account -, unless the parties have expressly agreed otherwise in writing. New Pig will cancel the order if payment in full has not been received.

9.2 If the payment is refused due to non-authorisation by the financial institution, New Pig will cancel the order from the Purchaser without informing the Purchaser of this. 

9.3 If the Purchaser has a ‘credit account’ with New Pig, the outstanding balance must always be paid no later than on the last working day of the month following the month in which the goods have been delivered, unless otherwise agreed in writing in advance. 

9.4 After the expiry of the period as referred to in article 9.1 and article 9.3, the Purchaser will be in default with immediate effect and without further notice of default. In that event the Purchaser will owe interest of 2% per month over the invoice amount for each month or part thereof during which the Purchaser is in default of payment, from the due date until the time of payment in full, and will furthermore owe a compensation of 10%, without prejudice to the right of New Pig to recover its full damage from the Purchaser. 

9.5 If the Purchaser has not paid the invoice on the due date at the latest, New Pig will have the right to immediately cease the work until the time of payment in full of all outstanding invoices. 

9.6 In the event of late payment of one invoice, any other outstanding invoices will become due and payable immediately on the due date and any discount granted previously by New Pig will not be valid anymore due to the default. 

9.7 If the Purchaser is in default, he/she cannot place any further orders with, or purchase goods from, New Pig. 

9.8 Following payment default on the part of the Purchaser, New Pig will only deliver new orders if the Purchaser has complied with all his/her payment obligations and, in addition, if the Purchaser has paid a deposit or an advance bill. 

9.9 If the Purchaser is in default of the fulfilment of his/her obligations under the agreement, all legal and other costs incurred to acquire payment will be at the Purchaser's expense. Statutory interest will also be owed over the owed collection costs. 

9.10 The Purchaser will never be entitled to set off that which is owed by the Purchaser to New Pig. Delay in the performance of the agreement or objections against the amount of the invoice will not suspend the Purchaser's payment obligations. 

 

Article 10 - Return consignments 

10.1 Orders for goods that do not form part of the standard product range, i.e. specific goods that are tailor-made, or produced or imported in accordance with the Purchaser's wish, cannot be cancelled or returned. 

10.2 Standard goods can be returned if New Pig has been informed of this in advance and a return form has been filled in. This return form can be requested: 

(a) by email message to: xpigpost@newpig.com; or 

(b) by telephone call to: 0031 - 76 - 596 - 9250. 


PIG branded products / PIG products

10.3 If the Purchaser is at any time dissatisfied with a PIG product - i.e. a product provided with the PIG trademark - the Purchaser can notify New Pig of this. New Pig will at its discretion: 

(a) replace the product with a sound product; 

(b) take the product back against repayment of the amount paid by the Purchaser to New Pig minus any costs and/or taxes and/or duties to be paid by New Pig for the disposal of the product in conformity with legislation and regulations. 

10.4 New Pig guarantees that the New Pig products comply with the product specifications provided by it. If the Purchaser wants to claim under this guarantee, the Purchaser must: 

1. notify New Pig in writing within seven (7) calendar days that, and in which manner, the product does not comply with the product specifications set out for the product; 

2. offer New Pig a reasonable period - after receipt of the notification from the Purchaser - within which term New Pig can remedy the defect or deliver a new product. 

10.5 New Pig will decide at its discretion to replace the product – entirely or partially - or to return the purchase amount of the product, following which any other possible liability will be excluded. 

10.6 Any - possible claim under the - guarantee will lapse if: 

(a) The Purchaser continues to use the product after reporting the defect; 

(b) The defect is caused by incompetent use, or as the case may be due to the fact that the Purchaser has not followed the user manual/instructions of New Pig; 

(c) The Purchaser changes or repairs the defect without permission in writing from New Pig. 


Non-PIG branded products/non-Pig products 

10.7 The Purchaser is permitted to return non-Pig products - i.e. products that are not provided with the Pig trademark - within 20 working days after receipt, provided that: 

(a) The products are in the original unopened packaging and the products are suitable for direct resale, and; 

(b) The Purchaser has completed and returned the return form. 

10.8 Returning products as referred to in article 10.7 will take place at the Purchaser's expense and risk, including any (storage) costs. 

10.9 New Pig will inspect the returned products after receipt thereof. If the products fulfil the conditions as set out in article 10.7, New Pig will repay the purchase amount - including any paid VAT and excluding the transport costs - within 30 days to the Purchaser by transfer to the bank account known to New Pig. 

10.10 If the products are not returned in conformity with the provisions under article 10.7, New Pig is not obliged to make any payment or replacement of the products. 

10.11 The Purchaser is obliged at all times to, upon any request from New Pig, return products to New Pig which the Purchaser is dissatisfied about. The products that are returned to New Pig because of their non-conformity according to the Purchaser and that are replaced by New Pig will remain New Pig's property. 

 

Article 11 - Liability/indemnity 

11.1 New Pig is exclusively liable for damage that is the direct and demonstrable result of a failure that is attributable to New Pig. New Pig is never liable for other forms of damage, including consequential loss, loss due to delay or lost profit (indirect loss). 

11.2 New Pig is never liable for damage caused by and/or arising from incorrect use of the product. 

11.3 If New Pig were to be liable for any damage whatsoever, the liability will be limited to an amount equal to the invoice amount excluding VAT of the order concerned. 

11.4 The liability on the part of New Pig is in any event limited to the amount that its insurer pays in any particular case. 

11.5 In the event of delivery of products by New Pig which products New Pig has purchased from third parties, New Pig will only provide a guarantee for these products if and insofar as it has acquired a guarantee from its suppliers. In that event, the guarantee will be identical to the guarantee that New Pig acquires from its suppliers. 

11.6 The Purchaser indemnifies New Pig against possible claims by third parties who suffer damage in connection with the performance of the agreement. The Purchaser furthermore indemnifies New Pig against all claims by third parties ensuing from the use of that which has been delivered, unless there is intention or wilful recklessness on the part of New Pig. 

11.7 New Pig is not obliged to process a claim under a guarantee if the Purchaser has not fulfilled his/her payment obligations towards New Pig. 

11.8 If the Purchaser can make a claim against New Pig under the issued guarantee, the extent and the manner in which repair and/or replacement will take place will be at New Pig's discretion. 

11.9 The Purchaser is obliged at all times to make every reasonable effort to limit the damage inasmuch as possible. 

 

Article 12 – Intellectual property rights 

12.1 In these general terms and conditions, intellectual property rights are taken to mean all rights, both domestic and abroad, with regard to patents, copyrights, drawings, designs, utility models, trade names, brand names and know-how, whether or not regarding secret knowledge, technical working methods and products – irrespective of whether this knowledge is patentable – as well as the goodwill acquired under the aforementioned intellectual property rights. 

12.2 All intellectual property rights are and remain the exclusive property of New Pig.

12.3 The Purchaser respects the intellectual property rights of New Pig and declares expressly that he/she shall refrain from infringing the intellectual property rights of New Pig. 

12.4 Unless with explicit consent in writing from New Pig, the Purchaser is not permitted to use the brand name of New Pig or to refer to this in any other manner or to give the products of New Pig a different name or brand name. 

 

Article 13 - End of the agreement 

13.1 New Pig can unilaterally terminate the agreement with the Purchaser: 

a. if the failure in the performance by the Purchaser of an obligation vested in the Purchaser constitutes a fundamental breach of contract, which will be the case inter alia if the Purchaser does not pay the price in a timely manner, or does not, or not in a timely manner, take receipt of the products in this respect; 

b. in the event that the Purchaser is declared bankrupt, or moratorium is granted to the Purchaser, or the Purchaser requests the application of the statutory debt adjustment under the Dutch Debt Management (Natural Persons) Act (Wet Schuldsanering); 

c. in the event that an application for credit insurance is not granted or not granted to a sufficient extent by the credit insurer concerned; 

13.2 If a failure in the fulfilment of the obligations with regard to a delivery made by New Pig to the Purchaser constitutes a well-founded reason for New Pig to conclude that a fundamental breach of contract will take place with regard to future deliveries, New Pig can declare the agreement to be terminated, provided that this takes place within a reasonable period. 

13.3 In the event that New Pig terminates the agreement in accordance with this article, all that which New Pig can claim from the Purchaser for whatever reason will become due and payable immediately. 

13.4 New Pig can provide the Purchaser with permission in writing to cancel the agreement against payment by the Purchaser of reasonable compensation for the losses and the lost profit suffered by New Pig. 

13.5 In deviation from the provisions of article 13.4, orders for goods that are tailor-made can never be cancelled. 

 

Article 14 - Force majeure 

14.1 In the event of force majeure, New Pig is entitled to cancel the agreement or to suspend its obligations to deliver for as long as the force majeure continues and without any obligation of compensation.

14.2 In this agreement, force majeure has the meaning as provided by Dutch law. In addition thereto, the following events inter alia entail force majeure for New Pig: strike actions in the broadest sense of the word, obstruction of the supply, breakdowns of machines and/or tools, unavailability of transport, government measures, and default regarding delivery by New Pig's suppliers, expressly also including circumstances resulting in delay in the usual production process and/or delivery by suppliers from whom New Pig purchases the materials. 

 

Article 15 - Privacy & Data Protection 

15.1 New Pig guarantees that it will collate, and insofar as necessary will save, the Purchaser's personal data - insofar as required to process the order and deliver the products correctly - in a legally valid manner and with due regard to the Personal Data Protection Act (Dutch Wbp) and other applicable legislation and regulations. 

15.2 Personal data will not be shared with third parties, unless this is necessary for the performance of the agreement, or a statutory duty is vested in New Pig, or if the Purchaser provides express permission for this. 

15.3 New Pig is - just like other companies, organisations and (government) institutions - required by law to report certain instances of processing of personal data to the Dutch Data Protection Authority. These reports can be viewed through the public register of the Dutch Data Protection Authority. 

 

Article 16 - Applicable law and court with competent jurisdiction 

16.1 The relationship between New Pig and the Purchaser, including but not limited to all agreements entered into by New Pig and the Purchaser, is governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded. 

16.2 Any disputes between New Pig and the Purchaser will be adjudicated by the court with competent jurisdiction of New Pig's business location, i.e. the Zeeland - West - Brabant District Court, Breda location.